|
Minnesota
(State or other jurisdiction
of incorporation)
|
001-32936
(Commission File Number)
|
95-3409686
(IRS Employer Identification No.)
|
|
|
|
3505 West Sam Houston Parkway North, Suite 400
Houston, Texas
(Address of principal executive offices)
|
|
77043
(Zip Code)
|
|
281-618-0400
(Registrant's telephone number,
including area code)
|
|
|
Four Fiscal Quarters Ending
|
Maximum Consolidated
Leverage Ratio
|
June 30, 2015
|
4.00 to 1.00
|
September 30, 2015 through and including December 31, 2016
|
4.50 to 1.00
|
March 31, 2017
|
4.00 to 1.00
|
June 30, 2017 and each fiscal quarter thereafter
|
3.50 to 1.00
|
Number
|
|
Description
|
|
|
|
4.1
|
|
Amendment No. 1 to Credit Agreement dated as of May 13, 2015, by and among Helix Energy Solutions Group, Inc. and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto.
|
|
|
HELIX ENERGY SOLUTIONS GROUP, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Anthony Tripodo
|
|
|
|
|
Anthony Tripodo
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
Number
|
|
Description
|
|
|
|
4.1
|
|
Amendment No. 1 to Credit Agreement dated as of May 13, 2015, by and among Helix Energy Solutions Group, Inc. and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto.
|
Applicable Fee Rate
|
||
Pricing Level
|
Consolidated Leverage Ratio
|
Commitment Fee
|
1
|
Less than 1.00x
|
0.375%
|
2
|
Greater than or equal to 1.00x
but less than 1.75x
|
0.375%
|
3
|
Greater than or equal to 1.75x
|
0.50%
|
Applicable Rate
|
|||
Pricing Level
|
Consolidated Leverage Ratio
|
Eurodollar Rate (Letters of Credit)
|
Base Rate
|
1
|
Less than 1.00x
|
2.00%
|
1.00%
|
2
|
Greater than or equal to 1.00x but less than 1.75x
|
2.25%
|
1.25%
|
3
|
Greater than or equal to 1.75x but less than 2.50x
|
2.50%
|
1.50%
|
4
|
Greater than or equal to 2.50x but less than 3.25x
|
2.75%
|
1.75%
|
5
|
Greater than or equal to 3.25x but less than 3.75x
|
3.00%
|
2.00%
|
6
|
Greater than or equal to 3.75x but less than 4.25x
|
3.50%
|
2.50%
|
7
|
Greater than or equal to 4.25x
|
4.00%
|
3.00%
|
Four Fiscal Quarters Ending
|
Maximum Consolidated
Leverage Ratio
|
December 31, 2014 through and including March 31, 2015
|
3.50 to 1.00
|
June 30, 2015
|
4.00 to 1.00
|
September 30, 2015 through and including December 31, 2016
|
4.50 to 1.00
|
March 31, 2017
|
4.00 to 1.00
|
June 30, 2017 and each fiscal quarter thereafter
|
3.50 to 1.00
|
|
|
HELIX ENERGY SOLUTIONS GROUP
|
||
|
|
INC.,
a Minnesota corporation
|
||
|
|
|
|
|
|
|
By:
|
/s/ Anthony Tripodo
|
|
|
|
Name:
|
Anthony Tripodo
|
|
|
|
Title:
|
Executive Vice President and Chief
|
|
|
|
|
Financial Officer
|
|
|
|
|
|
|
|
|
CANYON OFFSHORE, INC.,
a Texas
|
||
|
|
corporation
|
||
|
|
CANYON OFFSHORE INTERNATIONAL
|
||
|
|
CORP.,
a Texas corporation
|
||
|
|
HELIX INGLESIDE LLC,
a Delaware limited
|
||
|
|
liability company
|
||
|
|
HELIX OFFSHORE INTERNATIONAL,
|
||
|
|
INC.,
a Texas corporation
|
||
|
|
HELIX PROPERTY CORP.,
a Texas
|
||
|
|
corporation
|
||
|
|
HELIX SUBSEA CONSTRUCTION, INC,
a
|
||
|
|
Delaware corporation
|
||
|
|
HELIX WELL OPS INC.,
a Texas corporation
|
||
|
|
|
|
|
|
|
By:
|
/s/ Anthony Tripodo
|
|
|
|
Name:
|
Anthony Tripodo
|
|
|
|
Title:
|
Vice President and Treasurer
|
|
|
|
|
|
|
|
|
CANYON OFFSHORE LIMITED,
a Scottish
|
||
|
|
company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Alisa Berne Johnson
|
|
|
|
Name:
|
Alisa Berne Johnson
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
KOMMANDOR LLC,
a Delaware limited
|
||
|
|
liability company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Anthony Tripodo
|
|
|
|
Name:
|
Anthony Tripodo
|
|
|
|
Title:
|
Vice President
|
|
|
BANK OF AMERICA, N.A.,
as
|
|
|
|
|
Administrative Agent
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Don B. Pinzon
|
|
|
|
|
Don B. Pinzon
|
|
|
|
|
Vice President
|
|
|
|
BANK OF AMERICA, N.A.,
as a Lender, L/C
|
||
|
|
Issuer and Swing Line Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Julie Castano
|
|
|
|
|
Julie Castano
|
|
|
|
|
Senior Vice President
|
|
|
|
CADENCE BANK N.A.,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Phillip Bannon
|
|
|
|
Name:
|
Phillip Bannon
|
|
|
|
Title:
|
Assistant Vice President
|
|
|
|
CAPITAL ONE, N.A.,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Don Backer
|
|
|
|
|
Don Backer
|
|
|
|
|
Senior Vice President
|
|
|
|
COMERICA BANK,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Gary Culbertson
|
|
|
|
Name:
|
Gary Culbertson
|
|
|
|
Title:
|
Vice President
|
|
|
|
COMPASS BANK,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Frank Carvelli
|
|
|
|
Name:
|
Frank Carvelli
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
CREDIT SUISSE AG, CAYMAN ISLANDS
|
||
|
|
BRANCH,
as a Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mikhail Faybusovich
|
|
|
|
Name:
|
Mikhail Faybusovich
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
By:
|
/s/ Sean MacGregor
|
|
|
|
Name:
|
Sean MacGregor
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
DEUTSCHE BANK AG NEW YORK
|
||
|
|
BRANCH,
as a Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Dusan Lazarov
|
|
|
|
Name:
|
Dusan Lazarov
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Anca Trifan
|
|
|
|
Name:
|
Anca Trifan
|
|
|
|
Title:
|
Managing Director
|
|
|
|
FROST BANK, a Texas state bank,
as a
|
||
|
|
Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Wes Northington
|
|
|
|
Name:
|
Wes Northington
|
|
|
|
Title:
|
Vice President
|
|
|
|
HSBC BANK USA, N.A.,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Wadie Christopher Habiby
|
|
|
|
Name:
|
Wadie Christopher Habiby
|
|
|
|
Title:
|
Vice President, Corporate Banking
|
|
|
|
IBERIABANK,
as a Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Chris Dvorachek
|
|
|
|
Name:
|
Chris Dvorachek
|
|
|
|
Title:
|
Executive Vice President
|
|
|
|
ING CAPITAL LLC,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Tanja van der Woude
|
|
|
|
Name:
|
Tanja van der Woude
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jens Van Yperzeele
|
|
|
|
Name:
|
Jens Van Yperzeele
|
|
|
|
Title:
|
Director
|
|
|
|
NATIXIS New York Branch,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Stuart Murray
|
|
|
|
Name:
|
Stuart Murray
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Carlos Quinteros
|
|
|
|
Name:
|
Carlos Quinteros
|
|
|
|
Title:
|
Managing Director
|
|
|
|
NORDEA BANK AB,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Michael Sheppard
|
|
|
|
Name:
|
Michael Sheppard
|
|
|
|
Title:
|
Head of Loans Administration
|
|
|
|
|
|
|
|
|
By:
|
/s/ Andrew Searle
|
|
|
|
Name:
|
Andrew Searle
|
|
|
|
Title:
|
Loans Administration
|
|
|
|
Prosperity Bank f/k/a
|
|
|
|
|
FIRST VICTORIA NATIONAL BANK,
as a
|
||
|
|
Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Herschel Vansickle
|
|
|
|
Name:
|
Herschel Vansickle
|
|
|
|
Title:
|
Sr. Vice President
|
|
|
|
RAYMOND JAMES BANK, N.A.,
as a
|
||
|
|
Lender,
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kathy A. Bennett
|
|
|
|
Name:
|
Kathy A. Bennett
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
RB INTERNATIONAL FINANCE
|
||
|
|
(USA) LLC,
as a Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ John A. Valiska
|
|
|
|
Name:
|
John A. Valiska
|
|
|
|
Title:
|
First Vice President
|
|
|
|
|
|
|
|
|
By:
|
/s/ Steven VanSteenbergen
|
|
|
|
Name:
|
Steven VanSteenbergen
|
|
|
|
Title:
|
Vice President
|
|
|
|
REGIONS BANK,
as a Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Valentine
|
|
|
|
Name:
|
David Valentine
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
STIFEL BANK & TRUST,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Christian Jon Bugyis
|
|
|
|
Name:
|
Christian Jon Bugyis
|
|
|
|
Title:
|
Sr. Vice President
|
|
|
|
SUMITOMO MITSUI BANKING
|
||
|
|
CORPORATION,
as a Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ James D. Weinstein
|
|
|
|
Name:
|
James D. Weinstein
|
|
|
|
Title:
|
Managing Director
|
|
|
|
WELLS FARGO BANK, N.A.,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Robert Corder
|
|
|
|
Name:
|
Robert Corder
|
|
|
|
Title:
|
Director
|
|
|
|
WHITNEY BANK,
as a Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Paul Cole
|
|
|
|
Name:
|
Paul Cole
|
|
|
|
Title:
|
Senior Vice President
|
|